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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended: ~~June~~December 3031, 2024

☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Commission File Number: 000-55613

VoIP-PAL.COM INC.

(Exact name of Registrant as specified in its charter)

Nevada		98-0184110
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

7215 Bosque Boulevard, Suite 102

Waco, TX 76710-4020

(Address of principal executive offices)

954-495-4600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☐
Smaller reporting company ☒		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~February 914, ~~2024~~2025, the Registrant had 3,~~553~~639,945,275 shares of Common Stock outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2223
Item 4.	Controls and Procedures.	2223
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.	2325
Item 1A.	Risk Factors.	2426
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2426
Item 3.	Defaults Upon Senior Securities.	2426
Item 4.	Mine Safety Disclosures.	2426
Item 5.	Other Information.	2426
Item 6.	Exhibits.	2426

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited – prepared by management)

As at ~~June~~December 3031, 2024

(Expressed in U.S. Dollars)

	June 30, 2024			September 30, 2023
	December 31			September 30,
	2024			2024
ASSETS
CURRENT
Cash	$	21,~~767~~793,~~490~~232		$	2,~~217~~369,~~589~~413
Prepaid expense		28,161			6,000
Restricted cash		40,250			40,250
Retainer (Note 5)		28,880			36,183
Prepaid expense		23,971			30,721
TOTAL CURRENT ASSETS		2,824,531			2,259,772
Retainer (Note 5)		12,074			18,749
Total Current Assets		1,869,527			2,459,133
NON-CURRENT
Fixed assets (Note 6)		438			2,132
Intellectual VoIP communications patent properties, net (Note 6)		-			-
Intellectual VoIP communications patent properties, net (Note 7)		-			226,550
TOTAL ASSETS	$	1,869,527		$	2,459,133
TOTAL ASSETS	$	2,824,969		$	2,488,454
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	~~103~~121,~~321~~820		$	61300,~~762~~782
TOTAL LIABILITIES		~~103~~121,~~321~~820			61300,~~762~~782
STOCKHOLDERS’ equity
STOCKHOLDERS’ EQUITY
SHARE CAPITAL (Note 11)		~~2,979,125~~			~~2,491,993~~
PREFERRED SHARE CAPITAL (Note 11)		7,879			7,350
Authorized
SHARES TO BE ISSUED		103,000			-
8,000,000,000 common shares, par value of $0.001
ADDITIONAL PAID-IN CAPITAL (Note 11)		99,653,834			93,112,937
2,000,000 preferred shares, par value of $0.01
DEFICIT		(100,022,190	)		(93,185,588	)
Issued
TOTAL STOCKHOLDERS’ EQUITY		2,721,648			2,426,692
3,624,945,275 common shares (September 30, 2024 – 3,589,945,275)	$	3,101,411		$	3,066,411
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,824,969		$	2,488,454
926,438 preferred shares (September 30, 2024 – 787,916)
SHARE CAPITAL (Note 11)	$	3,101,411		$	3,066,411
OBLIGATION TO ISSUE SHARES (Note 15)		-			351,000
PREFERRED SHARE CAPITAL (Note 11)		9,264			7,879
ADDITIONAL PAID-IN CAPITAL (Note 11)		102,506,554			102,090,843
DEFICIT		(103,869,522	)		(103,357,782	)
TOTAL STOCKHOLDERS’ EQUITY		1,747,707			2,158,351
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,869,527		$	2,459,133

Nature and Continuance of Operations (Note 1)

Contingent Liabilities (Note 1312)

Subsequent Events (Note 11)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited – prepared by management)

(Expressed in U.S. Dollars)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	Three months ended December 31, 2024			Three months ended December 31, 2023
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
EXPENSES
EXPENSES
Amortization (Note 6)	$	-		$	35,115
Amortization (Note 6 & 7)	$	564		$	35,115		$	70,794		$	105,344
Officers and directors’ fees (Note 8)		38,694			98,861
Officers and directors fees (Note 9 &12)		1,982,064			10,660,094			3,374,660			10,831,899
Legal fees		185,572			255,073
Legal fees		474,001			843,584			1,153,955			1,727,999
Office & general		82,236			64,079
Office & general		106,856			128,257			247,651			231,676
Patent consulting fees		3,777			4,500
Patent consulting fees		4,500			-			13,500			414
Professional fees & services		201,461			111,241
Professional fees & services (Note 12)		1,033,644			9,561,248			2,068,592			9,782,305
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD	$	(511,740	)	$	(568,869	)
Recovery of expenses previously paid (Note 9)		-			-			(250,000	)		(59,420	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Total expenses		3,601,629			21,228,298			6,679,152			22,620,217
Weighted-average number of common shares outstanding, basic and diluted		3,623,351,868			3,028,797,798
LOSS BEFORE OTHER EXPENSE		(3,601,629	)		(21,228,298	)		(6,679,152	)		(22,620,217	)
OTHER EXPENSE
Impairment on intangible assets (Note 7)		-			-			157,450			-
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD		(3,601,629	)		(21,228,298	)		(6,836,602	)		(22,620,217	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted-average number of common shares outstanding, basic and diluted		3,218,952,840			2,524,158,974			3,163,518,435			2,388,096,105

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited – prepared by management)

(Expressed in U.S. Dollars)

	Nine Months Ended June 30, 2024			Nine Months Ended June 30, 2023
	Three Months Ended December 31, 2024			Three months Ended December 31, 2023
Cash Flows used in Operating Activities
Cash Flows from Operating Activities
Loss for the period	$	(6,836,602	)	$	(22,620,217	)
Loss	$	(511,740	)	$	(568,869	)
Add items not affecting cash:
Stock-based compensation		4,827,683			19,998,706
Amortization		-			35,115
Shares issued for services		25,000			84,661
Preferred shares issued for anti-dilution		1,385			-
Amortization		70,794			105,344
Shares issued for services		25,000			25,000
Impairment on intangible assets		157,450			-
Stock-based compensation (Note 11)		74,711			77,861
Gain on settlement		-			(59,420	)
Changes in non-cash working capital:
Retainer		76,~~303~~675			(68,~~083~~921	)
Accounts payable and accrued liabilities		41(178,~~559~~962	)		~~861~~(14,126	)
Prepaid expense		~~(22~~6,~~161~~750	)		~~(19~~6,~~500~~000	)
Cash Flows Used in Operations		(1,728,974	)		(2,515,648	)
Cash Flows Used in Operating Activities		(576,181	)		(430,098	)
Cash Flows from Financing Activities
Proceeds from private placement		~~2,425,875~~-			4125,~~101,600~~000
Share subscriptions received in advance		103,000			20,000
Cash Flows Provided by Financing Activities		-			125,000
Loan repayments		(250,000	)		-
Decrease in cash		(576,181	)		(305,098	)
Cash Flows Provided by Financing Activities		2,278,875			4,121,600
Cash, beginning of the period		2,369,413			2,217,589
Increase in cash		549,901			1,605,952
Cash, end of the period	$	1,793,232		$	1,912,491
Cash, beginning of the period		2,217,589			305,485
Cash, end of the period	$	2,767,490		$	1,911,437

Supplemental cash flow information (Note 109)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited – prepared by management)

(Expressed in U.S. dollars)

~~Nine~~Three Months Ended ~~June~~December 3031, 2023

	Number		Par Value		Number		Par Value		Value			Capital			Deficit			Total
	Common shares				Preferred shares				Shares to be issued			Additional Paid-in
	Common Shares				Preferred Shares				Shares to be Issued			AdditionalPaid-in
	Number		Par Value		Number		Par Value		Value			Capital			Deficit			Total
Balance at September 30, 2022		1,986,997,863	$	1,463,465		475,000	$	4,750	$	61,320		$	69,064,237		$	(70,076,579	)	$	517,193
Balance at September 30, 2023		3,015,525,291	$	2,491,993		735,031	$	7,350	$	-		$	93,112,937		$	(93,185,588	)	$	2,426,692
Shares issued for private placement		~~820~~25,~~320~~000,000		~~820~~25,~~320~~000		-		-		-			3100,~~281,280~~000			-			4125,~~101,600~~000
Share subscriptions received in advance		-		-		-		-		20,000			-			-			20,000
Shares issued for services		5,000,000		5,000		-		-		-			20,000			-			25,000
Shares issued for services		14,500,000		14,500		121,611		1,216		-			68,945			-			84,661
Shares issued on cashless exercise of stock options		7,648,649		7,648		-		-		-			(7,648	)		-			-
Share-based compensation		-		-		138,420		1,384		-			19,997,322			-			19,998,706
Stock-based compensation		-		-		-		-		-			77,861			-			77,861
Exercise of stock options		25,729,725		25,730		-		-		-			(25,730	)		-			-
Loss for the period		-		-		-		-		-			-			(568,869	)		(568,869	)
Gain on settlement, issuance cancelled		-		-		-		-		(61,320	)		-			-			(61,320	)
Balance at December 31, 2023		3,053,173,940	$	2,529,641		735,031	$	7,350	$	-		$	93,303,150		$	(93,754,457	)	$	2,085,684
Loss for the period		-		-		-		-		-			-			(22,620,217	)		(22,620,217	)
Balance at June 30, 2023		2,847,547,588	$	2,324,015		735,031	$	7,350	$	20,000		$	92,386,054		$	(92,696,796	)	$	2,040,623

Three Months Ended June 30, 2023

	Common shares				Preferred shares				Shares to be issued		Additional Paid-in
	Number				Number		Par Value		Value		Capital			Deficit			Total
Balance at April 1, 2023		2,381,367,863	$	1,857,835		596,611	$	5,966	$	10,000	$	70,803,467		$	(71,468,498	)	$	1,208,770
Shares issued for private placement		427,950,000		427,950		-		-		-		1,711,800			-			2,139,750
Share subscriptions received in advance		-		-		-		-		10,000		-			-			10,000
Shares issued for services		12,500,000		12,500		-		-		-		50,000			-			62,500
Share-based compensation		-		-		138,420		1,384		-		19,846,517			-			19,847,901
Exercise of stock options		25,729,725		25,730		-		-		-		(25,730	)		-			-
Loss for the period		-		-		-		-		-		-			(21,228,298	)		(21,228,298	)
Balance at June 30, 2023		2,847,547,588	$	2,324,015		735,031	$	7,350	$	20,000	$	92,386,054		$	(92,696,796	)	$	2,040,623

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Three Months Ended December 31, 2024

	Common Shares				Preferred Shares				Shares to be Issued			Additional Paid-in
	Number		Par Value		Number		Par Value		Value			Capital		Deficit			Total
Balance at September 30, 2024		3,589,945,275	$	3,066,411		787,916	$	7,879	$	351,000		$	102,090,843	$	(103,357,782	)	$	2,158,351
Balance		3,589,945,275	$	3,066,411		787,916	$	7,879	$	351,000		$	102,090,843	$	(103,357,782	)	$	2,158,351
Shares issued for services		5,000,000		5,000		-		-		-			20,000		-			25,000
Shares issued – preferred shares		-		-		138,522		1,385		-			-		-			1,385
Stock-based compensation		-		-		-		-		-			74,711		-			74,711
Shares issued for loss on settlement of litigation		30,000,000		30,000		-		-		(351,000	)		321,000		-			-
Loss for the period		-		-		-		-		-			-		(511,740	)		(511,740	)
Balance at December 31, 2024		3,624,945,275	$	3,101,411		926,438	$	9,264	$	-		$	102,506,554	$	(103,869,522	)	$	1,747,707
Balance		3,624,945,275	$	3,101,411		926,438	$	9,264	$	-		$	102,506,554	$	(103,869,522	)	$	1,747,707

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited – prepared by management)

(Expressed in U.S. dollars)

Nine Months Ended June 30, 2024

	Common shares						Preferred shares				Shares to be		Additional Paid-in
	Number						Number		Par Value		Issued		Capital			Deficit			Total
Balance at September 30, 2023		3,015,525,291		$	2,491,993			735,031	$	7,350	$	-	$	93,112,937		$	(93,185,588	)	$	2,426,692
Shares issued for private placement		485,174,976			485,175			-		-		-		1,940,700			-			2,425,875
Share subscriptions received in advance		-			-			-		-		103,000		-			-			103,000
Share cancelled for private placement returned		(50,000,000	)		(50,000	)		-		-		-		(200,000	)		-			(250,000	)
Shares issued for services		5,000,000			5,000			-		-		-		20,000			-			25,000
Shares issued – preferred shares		-			-			52,885		529		-		(476	)		-			53
Shares issued on cashless exercise of stock options		46,957,643			46,957			-		-		-		(46,957	)		-			-
Stock-based compensation		-			-			-		-		-		4,827,630			-			4,827,630
Loss for the period		-			-			-		-		-		-			(6,836,602	)		(6,836,602	)
Balance at June 30, 2024		3,502,657,910		$	2,979,125			787,916	$	7,879	$	103,000	$	99,686,084		$	(100,022,190	)	$	2,721,648

Three Months Ended June 30, 2024

	Common shares				Preferred shares				Shares to be		Additional Paid-in
	Number				Number		Par Value		Issued		Capital			Deficit			Total
Balance at April 1, 2024		3,169,442,847	$	2,645,911		787,916	$	7,879	$	-	$	95,698,183		$	(96,420,561	)	$	1,931,412
Balance		3,169,442,847	$	2,645,911		787,916	$	7,879	$	-	$	95,698,183		$	(96,420,561	)	$	1,931,412
Shares issued for private placement		308,674,976		308,675		-		-		-		1,234,700			-			1,543,375
Share subscriptions received in advance		-		-		-		-		103,000		-			-			103,000
Share cancelled for private placement returned		-		-		-		-		-		-			-			-
Shares issued for services		-		-		-		-		-		-			-			-
Shares issued – preferred shares		-		-		-		-		-		-			-			-
Shares issued on cashless exercise of stock options		24,540,087		24,539		-		-		-		(24,539	)		-			-
Stock-based compensation		-		-		-		-		-		2,745,490			-			2,745,490
Loss for the period		-		-		-		-		-		-			(3,601,629	)		(3,601,629	)
Balance at June 30, 2024		3,502,657,910	$	2,979,125		787,916	$	7,879		103,000	$	99,686,084		$	(100,022,190	)	$	2,721,648
Balance		3,502,657,910	$	2,979,125		787,916	$	7,879		103,000	$	99,686,084		$	(100,022,190	)	$	2,721,648

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

VOIP-PAL.com, Inc. (the “Company”) was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. The Company’s registered office is located at 7215 Bosque Blvd, Suite 102, Waco, Texas in the United States of America.

Since March 2004, the Company has developed technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business activities prior to March 2004 have been abandoned and written off to deficit. The Company operates in one reportable segment being the acquisition and development of VoIP-related intellectual property including patents and technology. All intangible assets are located in the United States of America.

In December 2013, the Company completed the acquisition of Digifonica (International) Limited, a private company controlled by the CEO of the Company, whose assets included several patents and technology developed for the VoIP market.

These interim condensed consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company is in various stages of product development and continues to incur losses and, as at ~~June~~December 3031, 2024, had an accumulated deficit of $~~100~~103,~~022~~869,~~190~~522 (September 30, ~~2023~~2024 - $93103,~~185~~357,~~588~~782). ~~The~~ The ability of the Company to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts and generating profitable operations. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. There can be no assurance that capital will be available as necessary to meet these continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. The ~~issuances~~issuance of additional stock by the Company may result in a significant dilution in the equity interests of its current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, its business and future success may be adversely affected.

Additionally, as the Company’s stated objective is to monetize its patent suite through the licensing or sale of its intellectual property (“IP”), the Company being forced to litigate or to defend its IP claims through litigation casts substantial doubt on its future to continue as a going concern. IP litigation is generally a costly process, and in the absence of revenue the Company must raise capital to continue its own defense and to validate its claims – in the event of a failure to defend its patent claims, either because of lack of funding, a court ruling against the Company or because of a protracted litigation process, there can be no assurance that the Company will be able to raise additional capital to pay for an appeals process or a lengthy trial. The outcome of any litigation process may have a significant adverse effect on the Company’s ability to continue as a going concern.

There are many external factors such as political conflict in other regions that can adversely affect general workforces, economies and financial markets globally. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and its effect on the Company’s business or ability to raise funds. So far, the Company has had minimal or no impact due to these issues.

NOTE 2. BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

~~Certain comparative figures have been reclassified to conform to the current period’s presentation.~~7

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These interim condensed consolidated financial statements have been prepared on a consolidated basis and include the accounts of the Company and its wholly owned subsidiary, Digifonica. All intercompany transactions and balances have been eliminated. As at ~~June~~December 3031, 2024, ~~Digifonica~~ Digifonica had no activities.

Use of Estimates

The preparation of these interim condensed consolidated financial statements required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Where estimates have been used, financial results as determined by actual events could differ from those estimates. Some of the more significant accounting estimates used in the preparation of the company’s financial statements include deferred income taxes, the valuation of equity-related instruments issued, and the useful life and impairment of intangible assets.

Cash

Cash consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $21,~~767~~793,~~490~~232 in cash on ~~June~~December 3031, 2024 (September 30, ~~2023~~2024 - $2,~~217~~369,~~589~~413). The Company also had $40,250 restricted cash on December 31, 2024 (September 30, 2024 - $40,250) which is a collateral GIC held for the Company’s corporate credit card.

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation, and are depreciated using the straight-line method over their useful lives; Furniture and computers – 5 years.

Intangible Assets

Intangible assets, consisting of VoIP communication patent intellectual properties (IP) are recorded at cost and amortized over the assets estimated life on a straight-line basis. Management considers factors such as remaining life of the patents, technological usefulness and other factors in estimating the life of the assets.

The carrying value of intangible assets are reviewed for impairment by management of the Company at least annually or upon the occurrence of an event which may indicate that the carrying amount may be less than its fair value. If impaired, the Company will write- down such impairment. In addition, the useful life of the intangible assets will be evaluated by management at least annually or upon the occurrence of an event which may indicate that the useful life may have changed.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurement, defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 3.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Fair Value of Financial Instruments (cont’d)

U.S. GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets and liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company classifies its financial instruments as follows: Cash isand restricted cash are classified as held to maturity ~~financial asset~~ and is measured at ~~amortized~~ amortized cost. Accounts payable and accrued liabilities isare classified as other financial liabilities, and have a fair value approximating ~~their~~ their carrying value, due to their short-term nature.

Income Taxes

Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the asset and liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse. A valuation allowance is provided when realization is not considered more likely than not.

The Company’s policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Company’s income tax returns are subject to examination by the IRS and corresponding states, generally for three years after they are filed.

Loss per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income per share includes potentially dilutive securities such as stock options and share purchase warrants outstanding during each period. To calculate diluted loss per share the Company uses the treasury stock method and the if-converted method.

For the period ended ~~June~~December 3031, 2024 and the year ended September 30, ~~2023~~2024, there were no potentially dilutive securities included in the ~~calculation~~ calculation of weighted-average common shares outstanding.

Derivatives

We account for derivatives pursuant to ASC 815, Accounting for Derivative Instruments and Hedging Activities. All derivative instruments are recognized in the consolidated financial statements and measured at fair value regardless of the purpose or intent for holding them. We determine fair value of warrants and other option type instruments based on option pricing models. The changes in fair value of these instruments are recorded in income or expense.

Preferred Shares

The preferred shares carry super-voting rights with each share issued having the equivalent of 1,550 votes. Preferred shares issued by the Company are not convertible into or exchangeable for common shares and they are not exchangeable for equity nor redeemable for cash. The preferred shares do not pay dividends. The preferred shares cannot be sold, exchanged or transferred to another party.

Stock-based compensation

The Company recognizes compensation expenses for all stock-based payments made to employees, directors and others based on the estimated fair values of its common stock on the date of ~~issuance~~grant.

The Company determines the fair value of the share-based compensation payments granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.9

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 3.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Stock-based compensation (cont’d)

The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations. Stock option expense is recognized over the option’s vesting period.

Concentrations of Credit Risk

The Company’s policy is to maintain cash with reputable financial institutions or in retainers with trusted vendors. The Company has at times had cash balances at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) Insurance Limit of $250,000; however, has not experienced any losses to date. As of ~~June~~December 3031, 2024, the Company’s bank operating account balances ~~exceeded~~ exceeded the FDIC Insurance Limit of $250,000 by $21,~~517~~543,~~490~~232.

Recent Accounting Pronouncements and Adoption

~~The~~Certain ~~Company~~new ~~has~~standards, ~~determined~~amendments ~~that~~and ~~there~~interpretations, ~~are~~and noimprovements ~~significant~~to ~~newly~~existing ~~issued~~standards ~~accounting~~have ~~pronouncements~~been ~~that~~published by the FASB and United States Securities and Exchange Commission but are ~~applicable~~not toyet effective and have not been adopted early by the Company~~’s business~~. orManagement anticipates that all nothe ~~material~~relevant ~~effect~~pronouncements iswill ~~expected~~be onadopted in the ~~consolidated~~first ~~financial~~reporting ~~statements~~period asfollowing athe ~~result~~date of ~~future~~application ~~adoption~~unless noted. Information on the new standards, amendments and interpretations, and improvements to existing standards which could potentially impact the Company’s financial statements are detailed as follows:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures. The amendments enhance disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements.

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

December 31, 2024

NOTE 4. PURCHASE OF DIGIFONICA

The Company acquired Digifonica in December 2013. Pursuant to the terms in the Share Purchase Agreement (the “SPA”), the Company acquired 100% of Digifonica from the seller, the CEO of the Company (the “Seller”), for a cash payment of $800,000 and 389,023,561 common shares of the Company. The assets acquired through the acquisition were VoIP-related patented technology, including patents for Lawful Intercept, routing, billing and rating, mobile gateway, advanced interoperability solutions, intercepting voice over IP communications, and uninterrupted transmission of internet protocol transmissions during endpoint changes.

The SPA included an anti-dilution clause (the “Anti-Dilution Clause”) that required the Company to maintain the Seller’s percentage ownership of the Company at 40% by issuing the Seller a proportionate number of common shares of any future issuance of the Company’s common shares. Shares issued pursuant to the Anti-Dilution Clause were recorded as a share issuance cost within the Additional Paid-in Capital account (Notes 118 and 1210).

During the year ended September 30, 2021, on April 12, 2021, the SPA was amended to provide that: a) from its inception until March 31, 2021, the Company would issue warrants to purchase common shares of the Company in an equivalent amount to and instead of the required shares being issued pursuant to the Anti-Dilution Clause; and b) the Anti-Dilution Clause would be null and void from April 1, 2021 forward. As a result of this amendment, the Seller returned 513,535,229 common shares to the treasury of the Company and relinquished his right to receive an additional 107,935,333 common shares in exchange for 621,470,562 warrants to purchase common shares at a price of $0.021 for a period of ten years from the date of issue.

During the year ended September 30, 2023, on April 23, 2023, the SPA was further amended to: a) retroactively reinstate the Anti-Dilution Clause that had been nullified by the amendments made to the STA in April 2021 so that the Company is now required to issue warrants to purchase common shares of the Company in an equivalent amount to and instead of the required shares being issued pursuant to the original Anti-Dilution Clause; and b) require the Company to issue preferred shares with super-voting rights in a sufficient amount in order for the Seller to maintain his 40% voting rights in the Company while his warrants issued pursuant to the original and reinstated Anti-Dilution Clause remain unexercised (“2023 Amendments”). Each of the warrant issuance and the preferred share issuance required under the 2023 Amendments are to occur at the close of each quarterly reporting period. As a result of the 2023 Amendments, the Seller was issued 831,466,899 share purchase warrants and 138,420 series A preferred shares on June 30, 2023. Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account.

Pursuant to the 2023 Amendments, during the ~~nine~~year ~~months~~ ended ~~June~~September 30, 2024, the Seller was issued 137,091,089 share purchase warrants and 52,885 series A preferred shares on January 12, 2024. Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account ~~(Note 11)~~.

Pursuant to the 2023 Amendments, during the three months period ended December 31, 2024, the Seller was issued 357,865,449 share purchase warrants and 138,522 series A preferred shares on October 9, 2024. Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account.

NOTE 5. RETAINER

The Company has retainers with certain of its professional service providers. The balance due on these prepaid retainers was $12,074 as of December 31, 2024, and $18,749 as of September 30, 2024. The Company recognizes the expense from these retainers as they are invoiced and the invoiced charges are deducted from the various providers’ prepaid retainer balances.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 56. ~~RETAINER~~INTANGIBLE ASSETS

The Company ~~has~~acquired ~~retainers~~certain ~~with~~patents ~~certain~~and oftechnology ~~its~~from ~~professional~~Digifonica ~~service~~in ~~providers.~~December ~~The~~2013 ~~balance~~(Note ~~due~~4). onThese ~~these~~assets ~~prepaid~~have ~~retainers~~been ~~was~~recorded ~~$28,880~~in asthe ofconsolidated ~~June~~financial ~~30,~~statements ~~2024, and $36,183~~ as ofintangible ~~September 30, 2023~~assets. ~~The~~These ~~Company~~assets ~~recognizes the expense from these retainers as they~~ are ~~invoiced~~being ~~and the~~amortized ~~invoiced~~over ~~charges~~twelve ~~are~~(12) ~~deducted~~years ~~from~~on ~~the~~a ~~various~~straight-line ~~providers’ prepaid retainer balances~~basis.

~~NOTE~~As 6.at ~~FIXED~~September ~~ASSETS~~30, 2024, the Company concluded that the carrying value of the intangible assets were fully impaired based on its estimate of fair value is lower than the carrying value of the intangible asset.

A summary of ~~the~~intangible ~~Company’s fixed~~ assets as of ~~June~~December 3031, 2024 and September 30, ~~2023~~2024 is as follows:

SCHEDULE OF FIXED ASSETS

	June 30, 2024			September 30, 2023
Office furniture & computers	$	11,917		$	11,917
Accumulated depreciation		(11,479	)		(9,785	)
Net book value	$	438		$	2,132

There were no retirements of any fixed assets in the periods presented.

NOTE 7. INTANGIBLE ASSETS

The Company acquired certain patents and technology from Digifonica in December 2013 (Note 4). These assets have been recorded in the interim consolidated financial statements as intangible assets. These assets are being amortized over twelve (12) years on a straight-line basis.

As at June 30, 2024, the Company concluded that the carrying value of the intangible assets were fully impaired based on its estimate of the costs incurred has exceeded the carrying value of the intangible asset.

A summary of intangible assets as of June 30, 2024 and September 30, 2023 is as follows:

SCHEDULE OF INTANGIBLE ASSETS

	June 30, 2024			September 30, 2023
	December 31, 2024			September 30, 2024
VoIP Intellectual property and patents	$	~~1,552,416~~-		$	1,552,416
Impairment		~~(157,450~~-	)		-(157,450
Accumulated amortization		~~(1,394,966~~-	)		(1,~~325~~394,~~866~~966	)
Net book value	$	-		$	~~226,550~~-

~~NOTE~~There 8.were ~~LOAN~~no ~~PAYABLE~~disposals of any intangible assets in the years presented.

NOTE 7. LOAN PAYABLE

The Company issued 50,000,000 restricted shares of the Company’s common stock to a related party during the year 2022 and 2023 at a price of $0.005. In connection with certain allegations arising under the Securities Exchange Act of 1934, as amended the related party surrendered the Shares to the Corporation for cancellation in consideration for issuance of an unsecured promissory note of the Company in the principal amount of $250,000.

On January 31, 2024, the Company entered into a Promissory note Agreement (the “Note”). The related party waives the right to receive any interest on the principal amount of the Note and the Note is due on demand. On March 20, 2024, the Company paid back a $125,000 loan to the related party. On April 16, 2024, the Company paid back another $125,000 loan to the related party. As of ~~June~~December 3031, 2024, loan payable had a balance of $nil (~~2023~~September 30, 2024 - $nil) (Note 98).

NOTE 8. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

The Company compensates certain of its key management personnel to operate its business in the normal course. Key management includes the Company’s senior officers and members of its Board of Directors.

Compensation paid or accrued to key management for services during the interim periods ended December 31, 2024 and 2023 includes:

	December 31, 2024		December 31, 2023
Management fees paid to the CFO		26,694		15,000
Fees paid or accrued to Directors		16,798		6,000
Stock-based compensation (Note 11)		-		77,861
Total fees paid	$	43,492	$	98,861

On January 31, 2024, the Company entered into a Promissory note Agreement (the “Note”) with a related party. The related party waives the right to receive any interest on the principal amount of the Note and the Note is due on demand. On March 20, 2024, the Company paid back a $125,000 loan to the related party. On April 16, the Company paid back another $125,000 loan to the related party. As of December 31, 2024, loan payable had a balance of $nil (September 30, 2024 - $nil) (Note 7).

At December 31, 2024, included in accounts payable and accrued liabilities is $nil (September 30, 2024 - $5,250) owed to current officers and directors.

At December 31, 2024, included in prepaid expense is $23,971 (September 30, 2024 - $30,721) of prepaid compensation to directors.

NOTE 9. SUPPLEMENTAL CASH FLOW INFORMATION

During the period ended December 31, 2024, the Company paid $Nil (September 30, 2024 - $Nil) in interest or income taxes.

There were no non-cash investing or financing transactions during the three-month periods ended December 31, 2024 and 2023.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 910. ~~RELATED~~SHARE ~~PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION~~CAPITAL

~~The~~Capital ~~Company~~Stock ~~compensates~~Authorized ~~certain of its key management personnel to operate its business in the normal course. Key management includes the Company’s senior officers~~ and ~~members~~Issued ofas ~~its~~at ~~Board~~December of31, ~~Directors.~~2024:

Compensation paid or accrued to key management for services during the interim periods ended June 30, 2024 and 2023 includes:

	-	8,000,000,000 (September 30, 2024 – 8,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,624,945,275 (September 30, 2024 – 3,589,945,275) shares are issued.

	-	2,000,000 series A preferred shares authorized with a par value of $0.01 each, of which 926,438 (September 30, 2024 – 787,916) shares are issued. The preferred shares were issued for super-voting rights and are not convertible, exchangeable for common shares, nor redeemable for cash. The preferred shares cannot be sold, exchanged or transferred to another party.

~~SCHEDULE~~Issues OFduring ~~COMPENSATION~~the ~~PAID~~three-month ORperiod ~~ACCRUED~~ended TODecember ~~KEY~~31, ~~MANAGEMENT FOR SERVICES~~2024

	June 30, 2024		June 30, 2023
Management fees paid to the officers		57,000		25,661
Fees paid or accrued to directors		37,500		30,000
Stock-based compensation (Note 11)		3,293,660		10,788,399
Total fees paid	$	3,388,160	$	10,844,060

During the three-month period ended December 31, 2024, the Company issued:

~~During the~~_ ~~period~~5,000,000 ~~ended~~common ~~June~~shares ~~30,~~for ~~2024,~~services with a ~~director~~value of ~~the~~$25,000. ~~Company~~_ ~~forgave~~30,000,000 ~~$nil~~restricted ~~(2023~~common -shares priced at $~~2,100)~~0.0117 ofper ~~accrued~~share ~~directors’~~to ~~fees.~~Locksmith ~~The~~Financial ~~Company recovered~~Corporation ~~$250~~as per a settlement and release agreement entered. _ 138,~~000~~522 ~~(2023~~series A preferred shares pursuant to the Anti-Dilution ~~$nil)~~Clause of ~~consulting~~the ~~fees~~SPA ~~previously~~(Note ~~paid~~4) towith a ~~consultant~~value of $1,385 in order to bring total series A preferred share ownership to 926,438.

During the ~~period~~year ended ~~June~~September 30, 2024, ~~on January 31, 2024,~~ the Company entered into a Promissory note Agreement (the “Note”) with a related party. The related party waives the right to receive any interest on the principal amount of the Note and the Note is due on demand. On March 20, 2024, the Company paid back a $125,000 loan to the related party. On April 16, the Company paid back another $125,000 loan to the related party. As of June 30, 2024, loan payable had a balance of $nil (2023 - $nil) (Note 8).issued:

~~At June~~− 30551,974,976 ~~2024~~common shares priced at $0.005 per share for cash proceeds of $2,759,875 ~~included~~from ina ~~accounts~~private ~~payable~~placement ~~and~~of ~~accrued~~common ~~liabilities~~shares. is− 50,000,000 common shares were returned to the treasury shares from a private placement of common shares cancelled. − 5,000,000 common shares for services with a value of $~~nil~~25,000. ~~(September~~− 3052,885 ~~2023~~series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $553 in order to bring total series A preferred share ownership to 787,916. − 45,000),000 ~~owed~~common shares priced at $0.005 per share, offset by 10,841,192 shares returned to ~~current~~treasury ~~officers~~pursuant ~~and directors~~to cashless option exercises with a net value of $34,158. − 45,000,000 common shares priced at $0.005 per share, offset by 11,713,800 shares returned to treasury pursuant to cashless warrant exercises with a net value of $33,285.

AtSubsequent ~~June 30, 2024, included in prepaid expense is $10,000 (September 30, 2023 - $6,000) of prepaid compensation to a director.~~Issues

~~NOTE~~Subsequent to the period ended December 31, 2024, as of January 22, 2025, the Company issued 10,000,000 common shares priced at $0.005 ~~SUPPLEMENTAL~~per ~~CASH~~share for ~~FLOW~~cash ~~INFORMATION~~proceeds of $50,000 from a private placement of common shares. Also, as of January 22, 2025, the Company issued 5,000,000 common shares for services with a value of $25,000.

~~During~~Subsequent to the period ended ~~June~~December 3031, 2024, ~~the~~as ~~Company~~of ~~paid~~January 2, 2025, 6,000,000 warrants were issued to purchase 6,000,000 common shares exercisable at a price of $~~Nil~~0.005 ~~(September~~per 30warrant; as of January 16, ~~2023~~2025, -55,000,000 warrants were issued to purchase 55,000,000 common shares exercisable at a price of $~~Nil)~~0.005 inper ~~interest~~warrant; oras ~~income~~of ~~taxes~~January 19, 2025, 7,000,000 warrants were issued to purchase 7,000,000 common shares exercisable at a price of $0.005 per warrant; as of January 22, 2025, 13,000,000 warrants were issued to purchase 13,000,000 common shares exercisable at a price of $0.005 per warrant.

During the nine-month period ended June 30, 2024, there were $46,957 of common shares issued on cashless exercise of stock options and $250,000 promissory notes entered on the cancellation of shares (Note 8).

There were no non-cash investing or financing transactions during the nine-month periods ended June 30, 2023.

NOTE 11. SHARE CAPITAL

Capital Stock Authorized and Issued as at June 30, 2024:

	−	8,000,000,000 (September 30, 2023 – 5,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,502,657,910 (September 30, 2023 – 3,015,525,291) shares are issued.
	−	1,000,000 series A preferred shares authorized with a par value of $0.01 each, of which 787,916 (September 30, 2023 – 735,031) shares are issued. The preferred shares were issued for super-voting rights and are not convertible, exchangeable for common shares, nor redeemable for cash. The preferred shares cannot be sold, exchanged or transferred to another party.

Issues during the nine-month period ended June 30, 2024

During the nine-month period ended June 30, 2024, the Company issued:

− 485,174,976 common shares priced at $0.005 per share for cash proceeds of $2,425,875 from a private placement of common shares. − 50,000,000 common shares were returned to the treasury shares from a private placement of common shares cancelled. − 5,000,000 common shares for services with a value of $25,000. − 52,885 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $53 in order to bring total series A preferred share ownership to 787,916. − 65,000,000 common shares priced at $0.005 per share issuance, offset by 18,042,357 shares returned to treasury pursuant to a cashless option exercise with a net value of $46,957.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 11. ~~SHARE~~STOCK-BASED ~~CAPITAL (CONT’D)~~COMPENSATION

Issues during the year ended September 30, 2023

During the year ended September 30, 2023, the Company:

− 983,720,000 common shares priced at $0.005 per share for cash proceeds of $4,918,600 from a private placement; − 831,466,899 warrants to purchase 831,466,899 common shares exercisable at a price of $0.001 to the Seller of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA (Note 4); − 121,611 series A preferred shares for services with a value of $12,161 (Note 9); − 138,420 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $138; − 14,500,000 common shares for services with a value of $72,500; and − 32,500,000 common shares priced at $0.005 per share issuance, offset by 2,192,572 shares returned to treasury pursuant to a cashless option exercise with a net value of $30,308.

Subsequent Issues

Subsequent to the period ended June 30, 2024, as of August 9, 2024, the Company issued 30,800,000 common shares priced at $0.005 per share for cash proceeds of $154,000 from a private placement of common shares. Also, as of August 9, 2024, 20,487,365 common shares priced at $0.005 per share issuance were offset by 4,512,635 shares returned to treasury pursuant to a cashless warrant exercise with a value of $102,437.

NOTE 12. STOCK-BASED COMPENSATION

Common Share Purchase Warrants

As of ~~June~~December 3031, 2024, there are 23,~~178~~161,~~028~~893,~~550~~999 (September 30, ~~2023~~2024 - 12,~~862~~799,~~937~~028,~~461~~550) outstanding share purchase warrants to be exercised.

The following table summarizes the Company’s warrant transactions:

SCHEDULE OF STOCK WARRANT TRANSACTIONS

	Number of warrants			Weighted average exercise price
Balance September 30, 2022		1,031,470,562		$	0.0023
Issued		831,466,899			0.001
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued		~~350~~985,091,089			0.~~003~~004
Exercised		(3545,000,000	)		0.005
Balance June 30, 2024		2,178,028,550		$	0.0021
Cancelled		(4,000,000	)		0.005
Balance September 30, 2024		2,799,028,550		$	0.0027
Issued		369,865,449			0.001
Cancelled		(7,000,000	)		0.005
Balance December 31, 2024		3,161,893,999		$	0.0025

The following table summarizes the share purchase warrants outstanding at ~~June~~December 3031, 2024:

Warrants Outstanding				Exercise Price				Remaining Contractual Life (Years)				Number of Warrants Currently Exercisable
Grant Date		Warrants Outstanding				Exercise Price				Remaining Contractual Life (Years)				Number of Warrants Currently Exercisable
	621,470,562			$	0.001				6.79				621,470,562
4/12/2021			621,470,562			$	0.001				6.28				621,470,562
	375,000,000				0.005				2.92				375,000,000
5/30/2022			365,000,000				0.005				2.41				365,000,000
	831,466,899				0.001				9.01				831,466,899
6/30/2023			831,466,899				0.001				8.50				831,466,899
	137,091,089				0.001				9.54				137,091,089
1/12/2024			137,091,089				0.001				9.04				137,091,089
	203,000,000				0.005				9.82				203,000,000
4/25/2024			203,000,000				0.005				9.32				203,000,000
	10,000,000				0.005				9.95				-
6/12/2024			10,000,000				0.005				9.45				-
	2,178,028,550			$	0.002				7.44				2,168,028,550
8/18/2024			50,000,000				0.005				9.64				50,000,000
8/18/2024			447,000,000				0.005				9.64				-
9/6/2024			45,000,000				0.005				4.68				45,000,000
9/12/2024			54,000,000				0.005				4.70				54,000,000
9/17/2024			28,000,000				0.005				4.72				28,000,000
10/09/2024			357,865,449				0.001				9.78				357,865,449
10/29/2024			3,000,000				0.005				4.83				3,000,000
11/13/2024			5,000,000				0.005				4.87				5,000,000
12/02/2024			1,000,000				0.005				4.92				1,000,000
12/20/2024			3,000,000				0.005				4.97				5,000,000
			3,161,893,999			$	0.003				7.60				2,704,893,999

During the ~~nine~~three-month period ended ~~June~~December 3031, 2024, ason ofDecember ~~January 12~~20, 2024, the Company issued ~~137~~3,~~091~~000,~~089~~000 warrants to purchase common shares at a price of $0.005 per share ~~purchase~~for ~~warrants~~a period of 5 years from the date of issue to ~~purchase~~its consultants. The following assumptions were used ~~137~~for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.04%,~~091~~ expected life of 5 years,~~089~~ ~~common~~annualized historical ~~shares~~volatility of 118.43% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock atand aother ~~price~~factors. ofThe weighted-average fair value per warrant is $0.~~001~~006. ~~per~~During ~~share,~~the tothree-month beperiod ~~issued~~ended toDecember ~~the~~31, ~~Seller~~2024, share-based compensation expenses of ~~Digifonica~~$16,862 ~~pursuant~~(2023 to- $nil) was recorded within the ~~Anti~~additional paid-~~Dilution~~in capital account, which was included ~~Clause~~as of“Professional fees and services” in the ~~amended~~consolidated ~~SPA~~statements of loss and comprehensive loss.

During the three-month period ended December 31, 2024, on December 2, 2024, the Company issued 1,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.92%, expected life of 5 years, annualized historical volatility of 119.69% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the three-month period ended December 31, 2024, share-based compensation expenses of $5,642 (2023 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the three-month period ended December 31, 2024, on November 13, 2024, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.12%, expected life of 5 years, annualized historical volatility of 120.79% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the three-month period ended December 31, 2024, share-based compensation expenses of $32,558 (2023 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the three-month period ended December 31, 2024, on October 29, 2024, the Company issued 3,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.02%, expected life of 5 years, annualized historical volatility of 122.87% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the three-month period ended December 31, 2024, share-based compensation expenses of $19,649 (2023 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

~~NOTE~~During 12the three-month period ended December 31, 2024, as of October 9, 2024, the Company issued 357,865,449 common share purchase warrants to purchase 357,865,449 common shares of the Company at a price of $0.001 ~~STOCK~~per share, to be issued to the Seller of Digifonica pursuant to the Anti-~~BASED~~Dilution ~~COMPENSATION~~Clause ~~(CONT~~of the amended SPA. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.27%, expected life of 10 years, annualized historical volatility of 126.80% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’Ds stock and other factors. The weighted-average fair value per warrant is $0.01. During the three-month period ended December 31, 2024, share issuance cost of $3,577,476 (2023 - $nil) was recorded within the additional paid-in capital account.

During the year ended September 30, ~~2023~~2024, on September 17, 2024, the Company issued 29,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.44%, expected life of 5 years, annualized historical volatility of 144.95% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.010.

−During the year ended September 30, 2024, on ~~April~~September 2312, ~~2023~~2024, ~~re-priced~~the ~~621~~Company issued 60,~~470~~000,~~562~~000 warrants ~~issued~~to onpurchase ~~April~~common ~~12,~~shares ~~2021~~at ~~from~~a price of $0.~~021~~005 toper ~~$0.001;~~share −for ona ~~April~~period ~~24,~~of ~~2023,~~5 ~~changed~~years from the ~~vesting~~date ~~provisions~~of ~~and~~issue ~~exercise~~to ~~price~~its ~~of 410~~officers,~~000,000~~ ~~warrants~~employees ~~granted~~and onconsultants. ~~May~~The ~~30,~~following ~~2022,~~assumptions were toused ~~fully~~for ~~vest~~the ~~and re~~Black-~~price~~Scholes ~~all~~valuation ~~such~~of these warrants ~~from~~on ~~$0.025~~grant todate ~~$0.005;~~as ~~and~~follows: −risk-free onrate ~~June~~of 303.47%, ~~2023,~~expected ~~issued~~life ~~831,466,899~~of ~~warrants~~5 toyears, annualized ~~purchase~~historical ~~common~~volatility ~~shares~~of at145.06% and a ~~price~~dividend rate of $0%.~~001~~ ~~per~~Expected ~~share~~volatilities toare based on the ~~seller~~historical volatility of the ~~Digifonica~~Company’s ~~pursuant~~stock toand ~~the~~other ~~reinstated~~factors. ~~Anti~~The weighted-~~Dilution~~average ~~Clause~~fair ofvalue ~~the~~per ~~amended~~warrant ~~STA~~is ~~(Note 4)~~$0.010.

During the ~~nine-month~~year ended ~~June~~September 30, 2024, on ~~April~~September 256, 2024, the Company issued ~~203~~45,000,000 warrants to purchase common shares at a price of of $0.005 per share for a period of ~~ten~~5 years from the date of issue to its ~~directors, officers, employees and~~ consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 42.7075%, expected life of 105 years, annualized historical volatility of ~~136~~129.8171% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.~~013~~011. During the nine months ended June 30, 2024, share-based compensation expenses of $2,601,105 (2023 - $nil) was recorded within the additional paid-in capital account, of which $1,806,679 was included as “Officers and directors fees” and $794,426 was included as “Professional fees and services” in the interim condensed consolidated statements of loss and comprehensive loss.

During the ~~nine-month~~year ended ~~June~~September 30, 2024, on ~~June~~August 1218, 2024, the Company issued 1050,000,000 compensation warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to athe ~~consultant~~CEO and Chairman of Board of the Company, as appropriate compensation for ~~professional~~exemplary and indispensable services ~~received~~performed over the last three years. ~~Vesting~~The offollowing assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.06%, expected life of 10 years, annualized historical isvolatility ~~contingent~~of 131.99% and a dividend rate of 0%. Expected volatilities are based on the ~~occurrence~~historical volatility of ~~certain~~the ~~events~~Company’s stock and other factors. The weighted-average fair value per warrant is $0.016.

During the ~~nine-month~~year ended ~~June~~September 30, 2024, on ~~January~~August 1218, 2024, the Company issued ~~137~~451,~~091~~000,~~089~~000 warrants to purchase common shares at a price of of $0.~~001~~005 per share for a period of 10 years from the date of issue to its directors, officers, employees and consultants. ~~The~~Vesting ~~following assumptions were used for the Black-Scholes valuation~~ of ~~these warrants on grant date as follows: risk-free rate of 4.21%, expected life of 10 years, annualized historical volatility of 144.84% and a dividend rate of 0%. Expected volatilities are based on~~ the ~~historical~~ ~~volatility~~warrants ~~of the Company’s stock and other factors. The weighted-average fair value per warrant~~ is ~~$0.018.~~contingent ~~During~~on the ~~nine~~occurrence ~~months ended June 30, 2024, share issuance cost~~ of ~~$2,431,780~~certain ~~(2023 - $nil) was recorded within the additional paid-in capital account~~events.

During the year ended September 30, ~~2023~~2024, on June 3012, ~~2023~~2024, the Company issued ~~831~~10,~~466~~000,~~899~~000 warrants to purchase common shares at a price of $0.~~001~~ 005 per share for a period of ~~ten~~10 years from the date of issue to ~~its~~a ~~directors,~~consultant ~~officers,~~for ~~employees~~professional ~~and~~services ~~consultants~~received. ~~The~~Vesting ~~following assumptions~~of ~~were used for~~ the ~~Black-Scholes valuation of these~~ warrants ~~on grant date as follows: risk-free rate of 3.81%, expected life~~ ofis 10contingent ~~years, annualized historical volatility of 143.75% and a dividend rate of 0%. Expected volatilities are based~~ on the ~~historical volatility~~occurrence of ~~the~~certain ~~Company’s stock and other factors~~events. ~~The weighted-average fair value per warrant is $0.046.~~

During the year ended September 30, 2024, on April 25, 2024, the Company issued 203,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of ten years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.70%, expected life of 10 years, annualized historical volatility of 136.81% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.013.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

December 31, 2024

During the year ended September 30, 2024, on January 12, 2024, the Company issued 137,091,089 warrants to purchase common shares at a price of $0.001 per share for a period of 10 years from the date of issue to the Seller of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.21%, expected life of 10 years, annualized historical volatility of 144.84% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.018. During the year ended September 30, 2024, share issuance cost of $2,431,780 (2023 - $nil) was recorded within the additional paid-in capital account.

During the year ended September 30, 2023, on June 30, 2023, the Company issued 831,466,899 warrants recorded as a share issuance cost to purchase common shares at a price of $0.001 per share for a period of ten years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.81%, expected life of 10 years, annualized historical volatility of 143.75% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.046.

During the year ended September 30, 2022, on May 30, 2022, the Company issued 410,000,000 warrants to purchase common shares at a price of $0.025 per share for a period of five years from the date of issue to its directors, officers, employees and consultants. On April 24, 2023, 410,000,000 warrants granted on May 30, 2022, were modified to become fully vested and re-priced all such warrants from $0.025 to $0.005. The following assumptions were used for the Black-Scholes valuation of these warrants on modification date as follows: risk-free rate of 3.60%, expected life of 4.10 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The fair market value that was recorded as additional paid-in capital was $15,995,229. The weighted-average fair value per warrant is $0.039.

On April 23, 2023, 621,470,562 warrants issued on April 12, 2021 were re-priced from $0.021 to $0.005. For the incremental cost on these warrants modification, the following assumptions were used for the Black-Scholes valuation of warrants issued during the year ended September 30, 2023: risk-free rate of 4.78%, expected life of 7.99 years, annualized historical volatility of 169.15% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The incremental cost that has been recorded as additional paid-in capital from the modification of these warrants was $130,000. The weighted-average fair ~~value~~ value of these warrants issued was $0.036.

Common Share Purchase Options

In order to provide incentive to directors, officers, management, employees, consultants and others who provide services to the Company or any subsidiary (the “Service Providers”) to act in the best interests of the Company, and to retain such Service Providers, the Company has in place an incentive Stock Option Plan (the “Plan”) whereby the Company is authorized to issue up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company. The maximum term of options granted under the Plan cannot exceed ten years, with vesting terms determined at the discretion of the Board of Directors.

1516

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 12 11. STOCK-BASED COMPENSATION (CONT’D)

Common Share Purchase Options (cont’d)

The following table summarizes the Company’s stock option transactions:

SCHEDULE OF STOCK OPTIONS TRANSACTIONS

	Number of options			Weighted average exercise price ($)
Balance September 30, 2022		182,000,000		$	0.024
Granted		75,000,000			0.005
Exercised		(32,500,000	)		0.005
Cancelled / Expired		(15,000,000	)		0.010
Balance September 30, 2023		209,500,000		$	0.005
Granted		115,000,000			0.005
Exercised		(3045,000,000	)		0.005
Balance June 30, 2024		294,500,000		$	0.005
Balance September 30, 2024		279,500,000		$	0.005
Granted		-			-
Balance December 31, 2024		279,500,000		$	0.005

The following table summarizes the stock options outstanding at ~~June~~December 3031, 2024:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Options Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Options Currently Exercisable
	50,000,000	$	0.005		1.81		50,000,000
	40,000,000	$	0.005		1.31		40,000,000
	64,500,000		0.005		2.9241		64,500,000
	65,000,000		0.005		3.9242		65,000,000
	115,000,000		0.005		4.54		112,500,000
	110,000,000		0.005		4.04		110,000,000
	294,500,000	$	0.005		3.58		292,000,000
	279,500,000	$	0.005		3.13		279,500,000

During the ~~nine~~three-month period ended ~~June~~December 3031, 2024, ~~115~~there were no issues,~~000~~ cancellations,~~000~~ expirations, vesting, or exercises of options in the capital stock of the Company ~~were issued, and 30,000,000 options were exercised (Note 11)~~.

During the ~~nine-month~~year ~~period~~ ended ~~June~~September 30, 2024, ~~on January 12, 2024,~~ the Company granted 115,000,000 options to purchase 115,000,000 common shares at a price of $0.005 to its consultants and advisors. The options are exercisable for a period of five years from the date of grant, with 112,500,000 options vesting on the date of the option grant, 2,500,000 options vesting on July 12, 2024. The following assumptions were used for the Black-Scholes valuation of stock options on grant date as follows: risk-free rate of 4.21%, expected life of 5 years, annualized historical volatility of 144.84% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the nine months ended June 30, 2024, stock-based compensation cost of $1,927,265 (2023 - $nil) was charged against income from options vested, of which $1,187,668 was included as “Officers and directors fees” and $739,597 was included as “Professional fees and services” in the interim condensed consolidated statements of loss and comprehensive loss.

- on January 12, 2024, granted 115,000,000 options to purchase 115,000,000 common shares at a price of $0.005 to its consultants and advisors. The options are exercisable for a period of five years from the date of grant, with 112,500,000 options vesting on the date of the option grant, 2,500,000 options vesting on July 12, 2024. The following assumptions were used for the Black-Scholes valuation of stock options on grant date as follows: risk-free rate of 4.21%, expected life of 5 years, annualized historical volatility of 144.84% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

During the year ended September 30, 2023, the Company:

- on April 24, 2023, re-priced all its previously issued outstanding options to be exercisable at $0.005 per share; and

- on May 31, 2023, granted 75,000,000 options to purchase 75,000,000 common shares at a price of $0.005 per share to its directors, consultants and advisors.

During the year ended September 30, 2023, on May 31, 2023, the Company granted 75,000,000 options to purchase 75,000,000 common shares at a price of $0.005 to its consultants and advisors. The options are exercisable for a period of five years from the date of grant, with 68,500,000 options vesting on the date of the option grant, 3,500,000 options vesting on May 31, 2024, and 3,000,000 options vesting on May 31, 2025. OfThe ~~the~~vesting ~~68,500,000~~period ~~options~~was ~~vested,~~amended ~~15,000,000 related to replacement options issued from options originally issued~~ on ~~September~~ ~~21, 2021. On~~ June 1, 2024, ~~the options terms were amended so~~ that all options ~~issued~~ were vested on ~~the~~ grant date. The following ~~assumptions~~ assumptions were used for the Black-Scholes valuation of stock options on grant date as follows: risk-free rate of 3.74%, expected life of 5 years, annualized historical volatility of 148.52% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the nine-month period ended June 30, 2024, stock-based compensation cost of $299,261 (2023 - $nil) was charged against income from options vested (included as “Office and general” expense in the interim condensed consolidated statements of loss and comprehensive loss)

During the year ended September 30, 2022, on May 30, 2022, the Company granted 77,000,000 options to purchase 77,000,000 common shares at a price of $0.025 to its consultants and advisors. The options are exercisable for a period of five years from the date of grant, with the first 50% vesting on the date of the option grant and the remaining 50% vesting on May 30, 2023. On April 24, 2023, the stock options issued on May 30, 2022 were re-priced from $0.025 to $0.005. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.60%, expected life of 4.1 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The incremental cost that has been recorded as additional paid-in capital from the modification of these options was $105,571 (2022 - $nil).

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 12 11. STOCK-BASED COMPENSATION (CONT’D)

~~During~~Common ~~the~~Share ~~year~~Purchase ~~ended~~Options September 30, 2022, on May 30, 2022, the Company granted 77,000,000 options to purchase 77,000,000 common shares at a price of $0.025 to its consultants and advisors. The options are exercisable for a period of 5 years from the date of grant, with the first 50% vesting on the date of the option grant and the remaining 50% vesting on May 30, 2023. On April 24, 2023, the stock options issued on May 30, 2022 were re-priced from $0.025 to $0.005. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.60%, expected life of 4.1 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the nine-month period ended June 30, 2024, stock-based compensation cost of $nil (~~2023 - $76,231~~cont’d) ~~was charged against income from options vested under the Plan relating to the May 30, 2022 stock option grant.~~

During the year ended September 30, 2021, on April 23, 2021, the Company granted 90,000,000 options to purchase 90,000,000 common shares at a price of $0.025 to its directors, officers, employees, consultants and advisors. The options are exercisable for a period of five years from the date of grant and are all now fully vested. On April 24, 2023, the stock options issued on April 23, 2021 were re-priced from $0.025 to $0.005. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.84%, expected life of 3 years, annualized historical volatility of 169.15% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

During the year ended September 30, 2023, 15,000,000 stock options were replaced. For the incremental cost on the option replacement, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.74%, expected life of 5 years, annualized historical volatility of 148.52% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

Preferred Share

During the ~~nine~~three-month period ended ~~June~~December 3031, 2024, 52138,~~885~~522 series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $~~529~~1,385 in order to bring total series A preferred share ownership to ~~787~~926,~~916~~438. During the ~~nine~~three-month period ~~months~~ ended ~~June~~December 3031, 2024, share issued cost of $~~476~~1,385 (2023 - $nil) was charged against income from preferred shares issued.

During the ~~nine-month~~year ~~period~~ ended ~~June~~September 30, 2024, ~~total~~52,885 ~~stock~~series A preferred shares were issued pursuant to the Anti-~~based~~Dilution ~~compensation~~Clause ~~cost~~of the SPA (Note 4) with a value of $4529 in order to bring total series A preferred share ownership to 787,~~859~~916. During the year ended September 30,~~880~~ 2024, share issued cost of $476 (2023 - $~~19,997,322~~nil) was charged against income from ~~options~~preferred ~~vested~~shares issued.

AsDuring ~~at June 30, 2024,~~ the ~~aggregate~~year ~~intrinsic~~ended ~~value of the Company’s stock options is $3,445,650 (~~September 30, 2023, ~~- $3~~138,~~142,500), and~~420 ~~the~~preferred ~~total~~shares ~~intrinsic~~issued ~~value~~pursuant ofto ~~options~~the ~~exercised~~Anti-Dilution ~~during~~Clause of the ~~nine~~SPA ~~months~~with ~~ended~~a ~~June~~value ~~30,~~of ~~2024~~$138 which is ~~$351,000~~recorded ~~(June~~as ~~30, 2023~~ stock-based ~~$1,138,500)~~compensation.

~~NOTE~~During ~~13.~~the ~~CONTINGENT~~three-month ~~LIABILITIES~~period ended December 31, 2024, total stock-based compensation cost of $74,711 (2023 - $77,861) was charged against income from all options issued and vested, including the incremental cost resulting from the option modifications.

As at December 31, 2024, the aggregate intrinsic value of the Company’s stock options is $559,000 (September 30, 2024 - $1,173,900), and the total intrinsic value of options exercised during the period ended December 31, 2024 was $nil (September 30, 2024 - $189,000).

NOTE 12. CONTINGENT LIABILITIES

Patent Litigation

The Company is party to patent and patent-related litigation cases as follows:

VoIP-Pal.com Inc. v. Amazon.com, Inc. et al. Case No. 6-20-cv-00272 in the U.S. District Court, Western District of Texas.

In April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Amazon.com, Inc. and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

ii.

VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-672 in the U.S. District Court, Western District of Texas

On September 25, 2021, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Verizon and related entities alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On July 29, 2024, the Court issued an order granting T-Mobile’s motion for summary judgment of non-infringement. On August 15, 2024, the Court entered final judgment of non-infringement. On August 29, 2024, Verizon filed a motion for attorneys’ fees. On September 12, 2024, VoIP-Pal filed a motion for reconsideration of the final judgment. On September 19, Verizon filed a motion for entry of bill of costs. The case is pending.

iii.

VoIP-Pal.com, Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-674 in the U.S. District Court, Western District of Texas

On September 25, 2021, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against T-Mobile and related entities alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On July 29, 2024, the Court issued an order granting T-Mobile’s motion for summary judgment of non-infringement. On August 15, 2024, the Court entered final judgment of non-infringement. On September 12, 2024, VoIP-Pal filed a motion for reconsideration of the final judgment. On September 12, 2024, T-Mobile filed a motion for attorneys’ fees and entry of bill of costs. The case is pending.

~~iv. VoIP-Pal.com Inc v Huawei Technologies Co, Ltd. et al Case No. 6-21-cv-1247 in US District Court, Western District of Texas~~18

On November 30, 2021, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Huawei and related entities alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On January 18, 2023, the Western District of Texas granted Huawei’s motion to transfer the case to the Northern District of Texas. The case no. is 3:23-cv-00151. On May 9, 2024, the parties stipulated to the dismissal of the action. On May 13, 2024, the Court dismissed the action.

v. VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. Case No. 6-24-cv-298 in the U.S. District Court, Western District of Texas

On May 20, 2024, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against T-Mobile alleging infringement of U.S. Patent Nos. 8,542,815, 9,179,005, and 10,218,606. The case is pending.

vi. VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-299 in the U.S. District Court, Western District of Texas

On May 20, 2024, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Verizon and related entities alleging infringement of U.S. Patent Nos. 8,542,815 and 9,179,005. The case is pending.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~June~~December 3031, 2024

NOTE 13 12. CONTINGENT LIABILITIES (CONT’D)

Non-Patent Litigation

The Company is party to non-patent litigation cases as follows:

Locksmith Financial Corporation, Inc. et al. (Plaintiff(s)) v VoIP-Pal.com Inc. et al (Defendant(s)) (Case No A-20-807745-C) filed in Clark County District Court.

On January 1, 2020, the Plaintiffs filed suit in Nevada District Court claiming that they were owed 95,832,000 Voip-Pal common shares from a previous case involving the Plaintiff and the Defendant that had been through a jury trial in 2019, in which the jury had made an award to the Plaintiff that was monetary only, and did not include said shares - following the jury’s decision in the 2019 trial, the Plaintiff accepted the award and waived their right to appeal. Voip-Pal vigorously disputed the Plaintiff’s 2020 claims on the basis of claim preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs’ claims are untimely, and that the Plaintiffs no longer have standing to bring their claims.

During the year ended September 30, 2022, the Court entered a judgment in favor of VoIP-Pal.com Inc and co-defendants, dismissing the 2020 case. The Plaintiffs filed an appeal with the Nevada Supreme Court.

During the year ended September 30, 2023, following a hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court’s judgment and remanded the case back to the lower court for further proceedings. The Defendants (Voip-Pal et al) filed a motion to the Supreme Court for reconsideration, however that motion was denied, and a trial date was set for November 28, 2023.

During the ~~nine~~year ~~months~~ ended ~~June~~September 30, 2024, on November 30, 2023, after the completion of trial, the Eighth Judicial District Court for the State of Nevada rendered its decision in favor of VoIP-Pal upon all claims in the case, ruling that the Plaintiffs had not met their burden of proof with respect to any of its claims against VoIP-Pal et al, awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as a result of the litigation. ~~The case is now closed.~~

During the year ended September 30, 2024, on August 20, 2024, and then amended on September 10, 2024, the Company reached a settlement and release agreement with the Plaintiff. Pursuant to the settlement and release agreement, the Company agreed to issue 30,000,000 restricted common shares of the Company, with a value of $351,000, and in consideration of the agreement, the Plaintiff shall file a voluntary dismissal of its appeal immediately upon delivery of the certificates. On October 1, 2024, a share certificate of 30,000,000 restricted common shares was issued to the Plaintiff.

Performance Bonus Payable

In 2016, the board of directors authorized the Company to provide a performance bonus (the “Performance Bonus”) of up to 3% of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined group of related and non-related parties upon the occurrence of a bonusable event, defined as the successful completion of a sale of the Company or substantially all its assets, or a major licensing transaction. In order to provide maximum flexibility to the Company with respect to determining the level of Performance Bonus payable, and who may qualify to receive a pro-rata share of such a Performance Bonus, the Company authorized full discretion to the Board in making such determinations.

In 2019, the board of directors authorized the increase of the Performance Bonus to up to 10% of the capital stock of the Company. Concurrently, the directors authorized 66.67% of the Performance Bonus to be issued in an advance payment of an aggregate 127,000,000 common shares (“Bonus Shares”) to a group of related and non-related parties, which included members of management, a director and several consultants. 30,000,000 of the Bonus Shares are restricted from trading under Rule 144 and subject to a voluntary lock-up agreement under which they cannot be traded, pledged, hypothecated, transferred or sold by the holder until such time as the Company has met the requirements of the bonusable event as described above.

As at ~~June~~December 3031, 2024 and September 30, ~~2023~~2024, no bonusable event had occurred and there was no Performance Bonus payable.

1819

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis (MD&A) should be read in conjunction with our interim condensed consolidated financial statements for the ~~nine~~three months ended ~~June~~December 3031, 2024 and notes thereto appearing elsewhere in this report, and our audited ~~consolidated~~ consolidated financial statements for the year ended September 30, ~~2023~~2024 and notes thereto.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This MD&A for the period ending ~~June~~December 3031, 2024 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amending, and Section 21E of the Securities Exchange Act of 1934, as amending. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management based on assumptions made by management and are considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

CORPORATE HISTORY, OVERVIEW AND PRINCIPAL BUSINESS

VoIP-PAL.com Inc. (the “Company”) was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. and changed its name to VOIP MDI.com in 2004 and subsequently to Voip-Pal.Com Inc. in 2006. Since March 2004, the Company has been in the development stage of becoming a Voice-over-Internet Protocol (“VoIP”) re-seller, a provider of a proprietary transactional billing platform tailored to the points and air mile business, and a provider of anti-virus applications for smartphones. All business activities prior to March 2004 have been abandoned and written off to deficit.

In 2013, the Company acquired Digifonica International (DIL) Limited (“Digifonica”), to fund and co-develop Digifonica’s patent suite. Digifonica had been founded in 2003 with the vision that the internet would be the future of all forms of telecommunications - a team of twenty top engineers with expertise in Linux and Internet telephony developed and wrote a software suite with applications that provided solutions for several core areas of internet connectivity. In order to properly test the applications, Digifonica built and operated three production nodes in Vancouver, Canada (Peer 1), London, UK (Teliasonera), and Denmark. Upon successfully developing the technology, Digifonica filed for patents with the United States Patent and Trademark Office (“USPTO”).

The Digifonica patents formed the basis for the Company’s current intellectual property, now a worldwide portfolio of twenty-seven issued and pending patents primarily designed for the broadband VoIP market.

The Company’s intellectual property value is derived from its issued and pending patents. The inventions described in these patents, among other things, provide the means to integrate VoIP services with legacy telecommunications systems such as the public switched telephone network (PSTN) to create a seamless service using either legacy telephone numbers or IP addresses, and enhance the performance and value of VoIP implementations worldwide.

VoIP has been and continues to be a green field for innovation that has spawned numerous inventions, greatly benefiting consumers large and small across the globe. VoIP is used in many places and by every modern telephony system vendor, network supplier, and retail and wholesale carrier.

Results of Operations

The Company’s operating costs consist of expenses incurred to monetizing, selling and licensing its VoIP patents. Other operating costs include expenses for legal, accounting and other professional fees, financing costs, and other general and administrative expenses.

1920

Comparison of the Three Months Ending ~~June~~December 3031, 2024 and 2023

	Three months ending June 30						Increase/
	Three months ending December 31						Increase/
	2024			2023			(Decrease)			Percent
General and administrative expenses	$	(3511,~~601,065~~740	)	$	~~(21~~533,~~193,183~~754	)	$	(1722,~~592,118~~014	)		-834	%
Amortization & depreciation		~~(564~~-	)		(35,115	)		(3435,~~551~~115	)		-98100	%
Net loss	$	(3511,~~601,629~~740	)	$	(21568,~~228,298~~869	)	$	(1757,~~626,669~~129	)		-8310	%

Comparison of the Nine Months Ending June 30, 2024 and 2023

	Nine months ending June 30						Increase/
	2024			2023			(Decrease)			Percent
General and administrative expenses	$	(6,858,358	)	$	(22,574,293	)	$	(15,715,935	)		-70	%
Amortization & depreciation		(70,794	)		(105,344	)		(34,550	)		-33	%
Gain on debt settlement		250,000			59,420			(190,580	)		321	%
Impairment on intangible assets		(157,450	)		-			157,450			100	%
Net loss	$	(6,836,602	)	$	(22,620,217	)	$	(15,783,615	)		-70	%

REVENUES, COST OF REVENUES AND GROSS MARGIN

The Company had no revenues, cost of revenues or gross margin for the three- ~~or nine-~~months ending ~~June~~December 3031, 2024 and 2023.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ending ~~June~~December 3031, 2024 totaled $3511,~~601,065~~740 compared to $21533,~~193,183~~754 during the same period in 2023. The decrease in general and administrative expenses of $1722,~~592,118~~014 or 83-4% less than the previous ~~year,~~period was primarily due to a ~~$8,678,030~~ decrease in officers and ~~director~~directors’ fees and alegal ~~decrease of $8,527,604 in professional~~ fees ~~and services~~.

General and administrative expenses for the nine months ending June 30, 2024 totaled $6,858,358 compared to $22,574,293 during the same period in 2023. The decrease in general and administrative expenses of $15,715,935 or 70% less than the previous year, was primarily due to a $7,457,239 decrease in officers and director fees and a decrease of $7,713,713 in professional fees and services.

AMORTIZATION AND DEPRECIATION

Amortization of intellectual VoIP communications patent properties and depreciation of capital equipment for the three months ending ~~June~~December 3031, ~~2024~~ 2024 totaled $~~564~~nil compared to $35,115 during the same period in 2023.

Amortization of the intellectual VoIP communications patent properties and depreciation of fixed assets for the nine months ending June 30, 2024 totaled $70,794 compared to $105,344 during the same period in 2023.

The Company follows GAAP (ASC 350) and is amortizing its intangibles over the remaining patent life of twelve (12) years. The Company evaluates its intangible assets annually and determines if the fair market value is less than its historical cost. If the fair market value is less, then impairment expense is recorded on the Company’s financial statements. The intangible assets on the financial statements of the Company relate primarily to the Company’s acquisition of Digifonica (International) Limited.

OTHER ITEMS

Other items for the three- ~~and nine-~~months ending ~~June~~December 3031, 2024, ~~included~~totaled ~~impairment on intangible assets of~~ $~~nil and $157~~Nil,~~450~~ ~~respectively,~~ compared to $~~nil~~Nil ~~and $nil~~ during the same periods in 2023. ~~The Company recorded $157,450 impairment of its intangible assets during the nine-months ending June 30, 2024, which was not incurred in the same time periods of last year.~~

INTEREST EXPENSE

The Company had no financing or interest costs for the three- ~~and nine-~~months ending ~~June~~December 3031, 2024 and 2023.

NET LOSS

The Company reported a net loss of $3511,~~601,629~~740 for the three months ending ~~June~~December 3031, 2024 compared to a net loss of $21568,~~228,298~~869 for the same period in 2023. The decrease in net loss of $1757,~~626~~129,~~669,~~ or 83-10% less than the same period in ~~2023~~2022, was primarily due to ~~the~~a decrease in officers and ~~director~~directors’ fees and legal ~~and professional~~ fees.

The Company reported a net loss of $6,836,602 for the nine months ended June 30, 2024 compared to a net loss of $22,620,217 for the same period in 2023. The decrease in net loss of $15,783,615, or 70% less than same period in 2023 was due primarily to the decrease in officers and director fees and legal and professional fees.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~June~~December 3031, 2024, the Company had an accumulated deficit of $~~100~~103,~~022~~869,~~190~~522 as compared to an accumulated deficit of $93103,~~185~~357,~~588~~782 at ~~September~~ September 30, ~~2023~~2024. As of ~~June~~December 3031, 2024, the Company had a working capital of $21,~~721~~747,~~210~~707 as compared to a working capital of $2,~~198~~158,~~010~~ 351 at September 30, ~~2023~~2024. The ~~increase~~decrease in the Company’s working capital of $~~523~~410,~~200~~644 is due to ~~equity~~ongoing ~~raised~~operating expenses during the ~~period offset by ongoing~~ ~~operating expenses~~period.

Net cash used by operations for the ~~nine~~three months ending ~~June~~December 3031, 2024 and 2023 was $1576,~~728,974~~181 and $2430,~~515,648~~098 respectively. The ~~decrease~~increase in net cash used for operations for the ~~nine~~three months ending ~~June~~December 3031, 2024 as compared to the ~~nine~~three months ending ~~June~~December 3031, 2023 was ~~primarily~~ primarily due to ana decrease in ~~general~~payment ~~and~~of ~~administrative~~accounts ~~expenses~~payable and ~~the~~accrued ~~increase in gain on debt settlement~~liabilities.

~~Net cash used in investing activities for the nine months ending June 30, 2024 and 2023 was $Nil and $Nil, respectively.~~21

Net cash ~~provided~~used ~~from~~in ~~financing~~investing activities for the ~~nine~~three months ending ~~June~~December 3031, 2024 and 2023 was $~~2,278,875~~Nil and $4Nil,~~121,600,~~ respectively. The decrease in net cash provided by financing activities of $1,842,725 was due to lower amounts of equity raised and less cash proceeds from private placements during the nine months ending June 30, 2024.

Net cash provided from financing activities for the three months ending December 31, 2024 and 2023 was $nil and $125,000, respectively. The decrease in net cash provided by financing activities of $125,000 was due to no amounts of equity raised and cash proceeds from private placements during the three months ending December 31, 2024 compared with $125,000 of equity raised and cash proceeds from private placements during the three months ending December 31, 2023.

Liquidity

The Company primarily finances its operations from cash received through the private ~~placements~~placement of its common stock, settling outstanding debts, and the exercise of warrants from investors. There can be no assurance that capital will be available as necessary to meet continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. As at ~~June 30~~December 31, 2024, the Company had cash of $21,~~767~~739,~~490~~232 and current liabilities of $~~103~~121,~~321~~820 and incurred net loss of $6511,~~836,602~~740 during the three month period ended ~~June~~December 3031, 2024; accordingly the Company will require additional capital to fund its operations for the next 12 months.

Off Balance Sheet Arrangements

Performance Bonus Payable

In 2019, the board of directors authorized the increase of the Performance Bonus to up to 10% of the capital stock of the Company, and also authorized 66.67% of the Performance Bonus to be issued in an advance payment of an aggregate 127,000,000 Common shares (“Bonus Shares”) to members of management, a director and several consultants. 30,000,000 of the issued Bonus Shares continue to be restricted from trading under Rule 144 as well as subject to a voluntary lock-up agreement under which the shares cannot be sold or transferred by the holders until such time as the Company has met the requirements of the bonusable event as described above.

As at ~~June~~December 3031, 2024, no bonusable event has occurred and there is no Performance Bonus payable.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for the ~~nine~~three months ending ~~June~~December 3031, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

~~Impact of COVID-19 and political upheavals~~22

The outbreak of COVID-19 and political upheavals in various countries have caused significant volatility in commodity prices. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Report for the three month period ended ~~June~~December 3031, 2024, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including its Chief Executive Officer (“CEO”) ~~and~~ and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The Company’s management, including the Company’s CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of ~~condensed interim~~ consolidated financial statements for external purposes in accordance with ~~IFRS,~~US ~~as issued by the International Accounting Standards Board~~GAAP. The Company’s ICFR includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the ~~condensed interim~~ consolidated financial statements in accordance with ~~IFRS,~~US ~~as issued by the International Accounting Standards Board~~GAAP, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of their inherent limitations, ICFR can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Change in ICFR

In connection with the audit of our financials for the year ended September 30, ~~2023~~2024, the Company’s auditors noted material weaknesses and made certain recommendations to management regarding material weaknesses related to 1. lack of ~~segregation~~proper ofcontrols ~~duties,~~over 2.financial ~~lack of~~reporting ~~an independent audit committee; 3. insufficient number~~ of ~~independent~~unusual ~~directors; 4. insufficient period-end balance sheet reconciliations~~ and ~~review~~complex ~~of journal entries~~transactions; 52. no formal codes of conduct (the “~~2023~~2024 Material Weaknesses”).

In connection with the ~~2023~~2024 Material Weaknesses, the Company has allocated resources to its remediation plan and implemented additional ~~controls~~ ~~during~~controls ~~the~~this ~~first nine months of 2024 which included the following:~~year.

1)As of ~~Hired~~December a31, ~~new~~2024, ~~CFO~~management ~~who~~believes isthat ~~not~~we aare ~~board~~making ~~member~~progress to ~~enable~~remediate usthe to2024 ~~have~~Material ~~adequate~~Weaknesses ~~segregation~~relating ofto ~~duties~~its ~~within~~lack of ~~our~~proper ~~internal~~controls ~~control~~over ~~system.~~financial 2)reporting ~~Established~~of anunusual ~~audit~~and ~~committee~~complex ~~comprised solely of independent directors~~transactions. 3)However, ~~Established~~other ~~our~~than ~~board~~as ofdescribed ~~directors~~in ~~which~~the ~~consists~~preceding ofparagraph, there awere ~~majority~~no ofchanges ~~independent~~in ~~directors.~~our 4)internal ~~Sufficient~~control ~~period-end~~over ~~balance~~financial ~~sheet~~reporting ~~reconciliations~~during ~~and~~the ~~review~~last offiscal ~~journal~~quarter ~~entries.~~that ~~With~~have ~~the~~materially ~~engagement~~affected, or ofare areasonably ~~third-party~~likely ~~accountant~~ to ~~perform~~materially ~~the bookkeeping for the Company~~affect, ~~the~~our ~~newly~~internal ~~hired~~control ~~CFO~~over ~~and a~~ financial ~~advisor can perform period-end balance sheet reconciliations and review of journal entries on a timely basis~~reporting.

As of June 30, 2024, management believes the 2023 Material Weaknesses relating to its lack of segregation of duties, lack of an independent audit committee, insufficient number of independent directors, and insufficient period-end balance sheet reconciliations and review of journal entries have been fully remediated. However, other than as described in the preceding paragraph, there were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Effectiveness of ICFR

The Company’s management (with the participation of the CEO and the CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2023~~2024. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the period covered by this ~~Quarterly~~Annual Report on Form 10-QK that our internal control over financial reporting has not been effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of ~~June~~December 3031, 2024:

- No formal codes of conduct. - Lack of proper controls over financial reporting of unusual and complex transactions.

~~Despite~~Based ~~the~~on ~~absence~~this ofevaluation, aour ~~formal code of conduct~~management, ~~management~~including ~~regularly~~our ~~communicates~~Chief ~~ethical~~Executive Officer and ~~appropriate~~Chief ~~behaviour~~Financial Officer, ~~and~~concluded ~~has~~that, ~~determined~~as ~~that~~of December ~~internal~~31, ~~control~~2024, ~~over~~our ~~financial~~disclosure ~~reporting,~~controls ~~under~~and ~~the~~procedures ~~COSO~~were ~~criteria,~~not aseffective adue ~~whole,~~to isthe ~~effective.~~material Inweaknesses ~~addition,~~in noour ~~significant~~internal ~~deficiencies~~control over financial reporting, relating to no formal codes of conduct and the ~~design~~lack of ~~internal~~proper ~~control~~controls over financial reporting ~~were~~of ~~identified~~unusual byand ~~management~~complex transactions.

Remediation

In response to the material weakness described above, the Company will be implementing a remediation plan to address the material ~~weakness~~weaknesses which will include measures to enhance its documentation of a formal code of conduct. The management is in progress to establish a regular review process with clearly defined roles and responsibilities and implement reconciliation tools to ensure timely and accurate comparisons of financial data. Management will also implement additional controls over financial reporting of unusual and complex transactions including but not limited to engaging financial reporting consultants to evaluate the accounting implications of complex issues.

The Company will continue to monitor and evaluate the effectiveness of the Company’s internal control over financial reporting on an ongoing basis and if the remediation plan is not sufficient to eliminate the material weakness, the Company will consider what additional actions would be required.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

The Company is party to the following legal proceedings:

Patent Litigation

The Company is party to patent and patent-related litigation cases as follows:

VoIP-Pal.com Inc. v. Amazon.com, Inc. et al. Case No. 6-20-cv-00272 in the U.S. District Court, Western District of Texas.

ii.

VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-672 in the U.S. District Court, Western District of Texas

iii.

VoIP-Pal.com, Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-674 in the U.S. District Court, Western District of Texas

iv. VoIP-Pal.com Inc v Huawei Technologies Co, Ltd. et al Case No. 6-21-cv-1247 in US District Court, Western District of Texas

v. VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. Case No. 6-24-cv-298 in the U.S. District Court, Western District of Texas

vi. VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-299 in the U.S. District Court, Western District of Texas

Non-Patent Litigation

The Company is party to non-patent litigation cases as follows:

Locksmith Financial Corporation, Inc. et al. (Plaintiff(s)) v VoIP-Pal.com Inc. et al (Defendant(s)) (Case No A-20-807745-C) filed in Clark County District Court.

During the year ended September 30, 2023, following a hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court’s decision and remanded the case back to the lower court for further proceedings. The Defendants (Voip-Pal et al) filed a motion to the Supreme Court for reconsideration, however that motion was denied, and a trial date was set for November 28, 2023.25

OnDuring ~~November~~the year ended September 30, 2023, ~~after~~following ~~the~~a ~~completion~~hearing of ~~trial~~the appeal, the ~~Eighth~~Nevada ~~Judicial~~Supreme ~~District~~ Court ~~for~~ruled ~~the~~to ~~State~~reverse ofthe ~~Nevada~~lower ~~rendered its decision in~~court’s ~~favor~~judgment ofand ~~VoIP-Pal~~remanded ~~upon all claims in~~ the case, ~~ruling~~back ~~that~~to the ~~Plaintiffs~~lower ~~had~~court ~~not~~for ~~met~~further ~~their~~proceedings. ~~burden~~The ofDefendants ~~proof with respect to any of its claims against VoIP~~(Voip-Pal et al,) ~~awarding~~filed noa ~~damages~~motion to ~~Locksmith~~the Supreme ~~and~~Court ~~specifically~~for ~~ruling~~reconsideration, however that ~~Locksmith~~motion ~~take~~was ~~nothing~~denied, asand a ~~result~~trial ofdate ~~the litigation.~~was ~~The~~set ~~case~~for isNovember ~~now~~28, ~~closed~~2023.

During the year ended September 30, 2024, on November 30, 2023, after the completion of trial, the Eighth Judicial District Court for the State of Nevada rendered its decision in favor of VoIP-Pal upon all claims in the case, ruling that the Plaintiffs had not met their burden of proof with respect to any of its claims against VoIP-Pal et al, awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as a result of the litigation.

During the year ended September 30, 2024, on August 20, 2024, and then amended on September 10, 2024, the Company reached a settlement and release agreement with the Plaintiff. Pursuant to the settlement and release agreement, the Company agreed to issue 30,000,000 restricted common shares of the Company, with a value of $351,000, and in consideration of the agreement, the Plaintiff shall file a voluntary dismissal of its appeal immediately upon delivery of the certificates. During the three month period ended December 31, 2024, on October 1, 2024, a share certificate of 30,000,000 restricted common shares was issued to the Plaintiff.

Item 1A.

Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The transactions described in this section were exempt from securities registration as provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering for sales within the United States and by ~~Regulation~~Regulations S of the Securities Act for sales made outside of the United States.

During the ~~nine~~three-month period ended ~~June~~December 3031, 2024, the Company issued:

−_ ~~485~~5,~~174~~000,~~976~~000 common shares ~~priced at $0.005 per share~~ for ~~cash~~services ~~proceeds~~with ~~of $2,425,875 from~~ a ~~private~~value ~~placement~~ of ~~common shares~~$25,000. −_ 5030,000,000 restricted common shares ~~were~~priced ~~returned~~at to$0.0117 ~~the~~per ~~treasury~~share ~~shares~~to ~~from~~Locksmith aFinancial ~~private~~Corporation ~~placement~~as ofper ~~common~~a ~~shares~~settlement ~~cancelled.~~and −release ~~5,000,000~~agreement ~~common shares for services with a value of $25,000~~entered. −_ 52138,~~885~~522 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $531,385 in order to bring total series A preferred share ownership to ~~787~~926,~~916~~438. ~~− 65,000,000 common shares priced at $0.005 per share issuance, offset by 18,042,357 shares returned to treasury pursuant to a cashless option exercise with a net value of $46,957.~~

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit Number	Description of Exhibits

31.1	Rule 13a-14(a) Certification of CEO	Filed herewith
31.2	Rule 13a-14(a) Certification of CFO	Filed herewith
32.1	Section 1350 Certification	Filed herewith
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2426

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED: August 13, 2024	By:	/s/Emil Malak
DATED: February 14, 2025	By:	/s/ Emil Malak
		Emil Malak
		Chief Executive Officer
DATED: August 13, 2024	By:	/s/Jin Kuang
DATED: February 14, 2025	By:	/s/ Jin Kuang
		Jin Kuang
		Chief Financial Officer

2527

Filing Compare · Voip-pal.com Inc